PROXY STATEMENT
FOR THE
APRIL 22, 1996
ANNUAL SHAREHOLDERS' MEETING
Dear Shareholder:
You are cordially invited to attend Valmont's Annual Meeting of Shareholders on
April 22, 1996, at 2:00 P.M. The meeting will be held in the Lecture Hall of
the Joslyn Art Museum at 2200 Dodge Street in Omaha. You may enter the building
through its main entrance on the east side.
The formal meeting of Shareholders will be followed by a review of operations
for 1995 and the first quarter of 1996, as well as our outlook for the future.
Following the meeting, you are invited to an informal reception where you can
visit with the Directors, Officers, and Business Unit Managers about the
activities of the Company.
If you cannot attend the meeting in person, please vote your shares by proxy.
Mark, sign and date the enclosed proxy card and return it in the postage paid
envelope. Your prompt return of the card will help your Company avoid
additional solicitation costs. In person or by proxy, your vote is important.
I look forward to seeing you at our Annual Meeting.
Sincerely,
Robert B. Daugherty
Chairman of the Board
Proxy Statement for Valmont Industries, Inc.
Notice of Annual Meeting of Shareholders
Notice is hereby given that the Annual Meeting of Shareholders of Valmont
Industries, Inc., a Delaware corporation, will be held at the Joslyn Art
Museum, 2200 Dodge St., Omaha, Nebraska 68102, on Monday, April 22, 1996,
at 2:00 p.m. local time for the purpose of:
(1) Electing three directors of the Company to three year terms.
(2) Amending the Valmont 1988 Stock Plan.
(3) Approving the Valmont Executive Incentive Plan.
(4) Approving the Valmont 1996 Stock Plan.
(5) Amending the Certificate of Incorporation to eliminate
shareholder action without a meeting.
(6) Ratifying the appointment of KPMG Peat Marwick LLP as
independent accountants for fiscal 1996.
(7) Transacting such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 1, 1996 are entitled
to vote at this meeting. If you do not expect to be present at the Annual
Meeting and wish your shares to be voted, please sign, date and mail the
enclosed proxy form.
By Order of the Board of Directors
Thomas P. Egan, Jr.
Secretary
Valley, Nebraska 68064
March 22, 1996
2
Proxy Statement
To Our Shareholders:
The Board of Directors of Valmont Industries, Inc. solicits your proxy
in the form enclosed for use at the Annual Meeting of Shareholders to be held on
Monday, April 22, 1996, or at any adjournments thereof.
At the close of business on March 1, 1996, the record date for
shareholders entitled to notice of and to vote at the meeting, there were
outstanding 13,568,730 shares of the Company's common stock. There were no
preferred shares outstanding. All holders of common stock are entitled to one
vote for each share of stock held by them.
Shares of common stock represented by a properly signed and returned
proxy, including shares represented by broker non-votes or abstaining from
voting, will be treated as present at the meeting for the purpose of determining
a quorum. Directors are elected by a favorable vote of a plurality of the
shares of voting stock present and entitled to vote, in person or by proxy,
at the Annual Meeting. Accordingly, abstentions or broker non-votes as to
the election of directors will not affect the election of the candidates
receiving the plurality of votes.
The proposals to amend the Valmont 1988 Stock Plan, approve the
Valmont Executive Incentive Plan, approve the 1996 Valmont Stock Plan, and to
ratify accountants require the affirmative vote of a majority of shares present
in person or represented by proxy. While the proposal to amend the Company's
Certificate of Incorporation requires the affirmative vote of a majority of
shares entitled to vote, abstentions from these proposals will have the same
effect as a vote against these proposals. Broker non-votes on the proposal
to amend the Company's Certificate of Incorporation will have the same effect
as a vote against that proposal; broker non-votes on any other proposal are
treated as shares as to which voting power has been withheld by the beneficial
holders of those shares and therefore will not be counted as votes for or
against such proposals.
Any shareholder giving a proxy may revoke it before the meeting by
mailing a signed instrument revoking the proxy to: Corporate Secretary, Valmont
Industries, Inc., P.O. Box 358, Valley, Nebraska 68064. To be effective, the
revocation must be received by the Secretary before the date of the meeting.
A shareholder may, if he or she desires, attend the meeting in person, and at
that time withdraw his or her proxy and vote in person.
The cost of solicitation of proxies, including the cost of reimbursing
banks and brokers for forwarding proxies and proxy statements to their
principals, shall be borne by the Company. This proxy statement and proxy
card are being mailed to shareholders on or about March 22, 1996.
3
<TABLE>
Certain Shareholders
The following table sets forth, as of March 1, 1996, the number of
shares beneficially owned by (i) persons known to the Company to be beneficial
owners of more than 5% of the Company's outstanding common stock,
(ii) directors, nominees and named executive officers and (iii) all directors
and executive officers as a group.
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Ownership Percent
Beneficial Owner March 1, 1996 (1) of Class (2)
______________________________________________________________________________
<S> <C> <C>
Robert B. Daugherty 3,550,784 26.2%
c/o Valmont Industries, Inc.
Valley, Nebraska
Charles M. Harper 38,000 ---
Allen F. Jacobson 16,000 ---
Lloyd P. Johnson 6,000 ---
John E. Jones 5,000 ---
Thomas F. Madison 12,000 ---
Walter Scott, Jr. 26,000 ---
Robert G. Wallace 8,000 ---
Mogens C. Bay 201,932 1.5%
Gary L. Cavey 47,513 ---
Joseph M. Goecke 92,853 ---
Terry J. McClain 51,650 ---
All Executive Officers and Directors
As Group (20 persons) 4,480,068 33.0%
</TABLE>
(1) Includes shares which the executive officers have, or within 60 days of
March 1, 1996 will have, the right to acquire through presently exercisable
stock options, as follows: 93,200, 33,700, 21,300 and 16,000 shares for Messrs.
Bay, Cavey, McClain and Goecke, respectively; and 318,124 shares for all
executive officers and directors as a group.
(2) Unless otherwise indicated, beneficial ownership of any named
individual does not exceed 1% of the outstanding shares of the class.
4
Election of Directors
The Company's Board of Directors is composed of nine members, divided
into three classes. Each class serves for three years on a staggered term
basis. Of the nine current Directors of the Company, seven are not employees
of the Company. Mr. Daugherty and Mr. Bay are currently employed by the
Company, such employment constituting their principal occupation for at least
the last five years.
Three Directors have terms of office that expire at the 1996 Annual
Meeting. They have been nominated by the Board of Directors for reelection for
a three-year term.
These nominees are:
Mogens C. Bay
John E. Jones
Walter Scott, Jr.
Unless authority to vote for directors is withheld, it is intended that
the shares represented by the enclosed proxy will be voted for the election of
the nominees named above. In the event any of such nominees becomes unavailable
for election, the proxy holders will have discretionary authority to vote the
proxies for a substitute. The Board of Directors has no reason to believe that
any such nominee will be unavailable to serve.
Nominees For Election - Terms Expire 1999:
Mogens C. Bay, Age 47, President and Chief Executive Officer of the Company
since August, 1993 and Director of the Company since October, 1993. From
November, 1990 to August, 1993 served as President and Chief Operating Officer
of the Irrigation Division of the Company.
Served as Director of Company continuously since October 1993.
Valmont Stock: 201,932 shares
John E. Jones, Age 61, Retired Chairman, President and Chief Executive Officer
of CBI Industries, Inc. since January 1996. Chairman, President and Chief
Executive Officer of CBI Industries, Inc. from June 1989 to January 1996.
Director, Allied Products Corporation, Amsted Industries Incorporated,
Interlake Corporation and NICOR Inc.
Served as Director of Company continuously since April 1993
Valmont Stock: 5,000 shares
Walter Scott, Jr., Age 64, Chairman of the Board, President and Director of
Peter Kiewit Sons', Inc.; Director, Berkshire Hathaway, Inc., Burlington
Resources, Inc., California Energy Company, ConAgra, Inc., C-TEC Corporation,
FirsTier Financial, Inc. and MFS Communications Co., Inc.
Served as Director of Company continuously since April 1981.
Valmont Stock: 26,000 shares
5
Continuing Directors - Terms Expire 1998:
Charles M. Harper, Age 68, Chairman of the Board and Director of RJR Nabisco
Holdings Corp. since May 1993; Chief Executive Officer May 1993 to December
1995. Chairman of the Board and Director of Nabisco Holdings Corp.since
January 1995. Chairman of the Board of ConAgra, Inc. 1981 - May 1993, and
Chief Executive Officer of ConAgra 1976 - September 1992; Director,
ConAgra, Inc., E.I. DuPont de Nemours & Co., Inc., Norwest Corporation and
Peter Kiewit Sons', Inc.
Served as Director of Company continuously since April 1979.
Valmont Stock: 38,000 shares
Lloyd P. Johnson, Age 65, Retired Chairman of Norwest Corporation since May
1995. Chairman of Norwest Corporation from January 1989 to May 1995. Chief
Executive Officer from January 1989 to January 1993. Director, Norwest
Corporation, Cargill, Incorporated, Musicland Stores Corporation;
Trustee, Minnesota Mutual Life Insurance Company; Member, Advisory Board of
Directors, Minnegasco.
Served as Director of Company continuously since June 1991.
Valmont Stock: 6,000 shares
Thomas F. Madison, Age 60, President, MLM Partners since January 1993; Vice
Chairman and Office of CEO of Minnesota Mutual Life Insurance Company February
1994 - August 1994; President - Markets, U S WEST Communications June 1987 -
December 1992; Director, Alexander & Alexander Insurance Advisory Board,
Communications Holdings, Inc., Eltrax Systems, Inc., LHS Health Systems,
Minnegasco Advisory Board, Span Link.
Served as Director of Company continuously since June 1987.
Valmont Stock: 12,000 shares
Continuing Directors - Terms Expire 1997:
Robert B. Daugherty, Age 74, Chairman of the Board and Director of the Company;
Director, KN Energy, Inc. and Peter Kiewit Sons', Inc.
Served as Director of Company continuously since March 1947.
Valmont Stock: 3,550,784 shares
Allen F. Jacobson, Age 69, Retired Chairman and Chief Executive Officer of
3M Company; Director, 3M Company, Abbott Laboratories, Deluxe Corporation,
Mobil Corporation, Northern States Power Company, Potlatch Corporation,
Prudential Insurance Company of America, Sara Lee Corporation, Silicon
Graphics, Inc. and U S WEST Inc.
Served as Director of Company continuously since July 1976.
Valmont Stock: 16,000 shares
6
Robert G. Wallace, Age 69, Retired Executive Vice President and Director of
Phillips Petroleum Co.; Director, CBI Industries, Inc. and A. Schulman, Inc.
Served as Director of Company continuously since April 1984.
Valmont Stock: 8,000 shares
7
(1) Messrs. Jacobson (Chairman), Harper, Johnson and Madison are members
of the Compensation Committee, which met two times during the last fiscal year.
The Compensation Committee, composed of directors who are not employees of the
Company, directs the administration of various management incentive plans;
takes action upon or makes recommendations to the Board of Directors on
salary changes for certain key management personnel; and takes action upon or
makes recommendations to the Board of Directors concerning certain employee
benefit plan matters.
Messrs. Scott (Chairman), Jones and Wallace are members of the Audit
Committee, which met three times during the last fiscal year. The Audit
Committee, composed of directors who are not employees of the Company,
recommends selection of the independent public accountants; reviews matters
pertaining to the audit, systems of internal control and accounting policies
and procedures; has approval authority with respect to services provided by
the independent public accountants; and directs and supervises investigations
into matters within the scope of its duties.
The Company does not have a standing Nominating Committee.
(2) The Board of Directors held six meetings during the last fiscal year.
During 1995, non-employee directors were paid an annual fee of $25,000 plus
$2,000 for each board meeting and $1,000 for each committee meeting attended.
Committee chairmen receive an additional $6,000 per year. Messrs. Harper,
Jacobson, Johnson, Scott and Wallace have elected to receive their fees in the
form of deferred compensation. Payments are to be made in fifteen annual
installments commencing one year after the earliest of termination of service
as a director of the company, attainment of age 70, or death. The deferred
fees accrue interest indexed to U.S. Government bonds, compounded monthly.
Employee directors do not receive director or meeting fees.
(3) Each non-employee director who is elected or continues as a director
following an Annual Shareholders Meeting receives a non-discretionary stock
award of 1,000 shares each year following such meeting. Such shares are subject
to an agreement that the shares or the equivalent value must be returned to the
Company if the Director leaves the Board unless such departure is due to
(i) death, (ii) retirement from the Board at mandatory retirement age, or
(iii) resignation or failure to stand for re-election with the prior approval
of the Board.
(4) Subject to shareholder approval of the Amendment to the Valmont 1988
Stock Plan (see page ___), each non-employee director received on July 20, 1995
an option to acquire 2,000 shares of Valmont common stock at the then current
market price of the Company's common stock. Such grant was conditioned on
approval of the Amendment by Valmont's shareholders at the 1996 Annual Meeting
of Shareholders. Option grants for 2,000 shares of common stock will be made
annually commencing in 1996 if shareholders approve the 1996 Stock Plan. See
"Approval of the Valmont 1996 Stock Plan - Director Participation."
8
(5) During fiscal 1992 the Company entered into a service agreement with PKS
Information Services, Inc., ("PKS") a subsidiary of Peter Kiewit Sons', Inc.
Mr. Walter Scott, a Director of the Company, is Chairman, President and
Director of Peter Kiewit Sons', Inc. The agreement is for a term of five
years and covers the use of time on the PKS mainframe computer equipment. In
1995 lease payments totaled approximately $1,300,000. Additionally, in 1995
The Company paid Kiewit Construction Company, another subsidiary of Peter
Kiewit Sons' Inc., approximately $230,000 for construction services to
improve the Company's facilities. The Company believes such payments were
comparable to amounts that would have been paid to unaffiliated entities.
(6) See "Certain Shareholders" for additional information on stock
ownership.
9
<TABLE>
Executive Compensation
The following Summary Compensation Table provides information on the annual
and long-term compensation for services paid by the Company to the Chief Executive
Officer and the four highest paid executive officers for the three fiscal years ended
December 30, 1995.
Summary Compensation Table
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts All
Name and Number of LTIP Other
Principal Position Year Salary ($) Bonus ($) Options (#) Payouts ($)(4) Comp. ($)(1)
<S> <C> <C> <C> <C> <C>
Mogens C. Bay (2) (3) 1995 $438,211 ($_______) 50,000 ($______) ($_______)
President and Chief 1994 396,366 403,605 50,000 19,585 36,880
Executive Officer 1993 247,154 209,544 0 0 20,551
Robert B. Daugherty 1995 340,000 (_______) 0 (______) (_______)
Chairman of the Board 1994 346,538 365,154 0 18,395 32,854
of Directors 1993 243,846 113,163 0 0 16,065
Gary L. Cavey (3) 1995 178,846 (_______) 15,000 (______) (_______)
President and Chief Operating 1994 133,819 221,154 15,000 0 15,973
Officer - Industrial Products 1993 -- -- -- -- --
Division
Terry J. McClain (2) (3) 1995 165,385 (_______) 7,000 (______) (______)
Vice President and Chief 1994 142,173 119,245 15,000 17,683 12,560
Financial Officer 1993 -- -- -- -- --
Joseph M. Goecke (2) (3) 1995 203,000 (_______) 0 (______) (______)
President and Chief Operating 1994 199,212 221,913 10,000 10,550 19,425
Officer - Valmont Irrigation 1993 154,846 155,733 0 0 13,976
</TABLE>
(1) Amounts represent the Company's contribution under the Valmont Employee
Retirement Savings Plan and related Restoration Plan.
(2) Messrs. Bay, McClain and Goecke hold 3,000, 2,000 and 2,000 restricted
shares of the Company's common stock, respectively, which on December 30, 1995
were valued at $74,250, $49,500 and $49,500 respectively. The restrictions
lapse in February 1999. The executive receives dividends paid on the restricted
stock.
(3) Mr. Bay became Chief Executive Officer in August 1993. Messrs. Goecke,
McClain, and Cavey became executive officers in August 1993, January 1994, and
July 1994, respectively.
10
Stock Option Grants In Fiscal Year 1995
The following table provides information on 1995 stock option grants
to executive officers named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term (2)
________________________________________________________________ _____________________
% of Total
Options
Granted to Exercise
Options Employees In Price ($) Expiration
Name Granted (1)(4) Fiscal Year Per Share Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Mogens C. Bay 50,000 26.7% 23.75 Dec. 18, 2005 746,812 1,892,569
Robert B. Daugherty -- -- -- -- -- --
Gary L. Cavey 15,000 8.0% 23.75 Dec. 18, 2005 224,044 567,771
Terry J. McClain 7,000 3.7% 23.75 Dec. 18, 2005 104,554 264,960
Joseph M. Goecke -- -- -- -- -- --
_______________________________________________________________________________________________________
All Shares Outstanding (3) 202,538,532 513,272,405
</TABLE>
(1) All options were granted on December 19, 1995, and become exercisable
in three equal annual installments commencing on the first anniversary of the
grant.
(2) Potential realizable value is based on the assumption that the common
stock price appreciates at the annual rate shown (compounded annually) from
the date of grant until the end of the ten-year option term. The numbers are
calculated based on the requirements promulgated by the Securities and
Exchange Commission. The actual value, if any, an executive may realize will
depend on the excess of the stock price over the exercise price on the date
the option is exercised (if the executive were to sell the shares on the date
of exercise) so there is no assurance that the value realized will
be at or near the potential realizable value as calculated in this table.
(3) All shares outstanding represents the increase in total Company
shareholder value if the stock price and assumed rates used in the stock option
assumptions are achieved multiplied by the number of shares outstanding at the
end of fiscal 1995 (13,560,202).
(4) No stock appreciation rights were granted during fiscal 1995.
11
Options Exercised in Fiscal Year 1995 and Fiscal Year End Values
The following table provides information on the exercise of stock
options during fiscal 1995 and the status of unexercised stock options at
the end of the year for the executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION> Value of Unexercised
Number of Unexercised In-The-Money Options
Shares Options at FY-End (#) at FY-End ($) (2)
Acquired On Value
Exercise (#) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
------------ --------------- ----------- ------------- ------------ -------------
<STUB> <C> <C> <C> <C> <C> <C>
Mogens C. Bay 9,867 $154,905 93,200 103,333 $1,193,804 $463,333
Robert B. Daugherty 0 0 0 0 0 0
Gary L. Cavey 3,200 31,125 33,700 31,000 407,650 139,000
Terry J. McClain 0 0 21,300 21,000 205,219 118,000
Joseph M. Goecke 11,149 152,831 16,000 10,667 137,752 82,667
</TABLE>
(1) Value realized is the difference between the closing price of the
Company's Common Stock on the day of exercise and the option exercise price
multiplied by the number of shares.
(2) Value is the difference between the closing price of the Company's
Common Stock on the last trading day of fiscal 1995 and the option exercise
price of the in-the-money options multiplied by the number of in-the-money
options.
Long-Term Incentive Plans - Awards in Fiscal Year 1995
The following table provides information on the long-term incentive
program awards granted to the executive officers named in the Summary
Compensation Table during fiscal year 1995.
<TABLE>
<CAPTION>
Performance
Number Of or Other Estimated Future Payouts under
Shares, Units Period Until Non-Stock Price-Based Plans
or Other Maturation or Threshold Target Maximum
Rights (#) Payout ($) ($) ($)
<STUB> <C> <C> <C> <C> <C>
Mogens C. Bay 1 Unit (1) 98,500 197,000 394,000
Robert B. Daugherty 1 Unit (1) 76,500 153,000 306,000
Gary L. Cavey 1 Unit (1) 25,000 50,000 100,000
Terry J. McClain 1 Unit (1) 25,000 50,000 100,000
Joseph M. Goecke 1 Unit (1) 30,500 61,000 122,000
</TABLE>
(1) Awards are for the three-year award cycle ending in 1997. Similar
awards with the same estimated future payouts may be earned for award cycles
ending in 1995 and 1996. See "Compensation Committee Report on Executive
Compensation - Long-Term performance Incentives" for a description of the
award program.
12
Compensation Committee Report on Executive Compensation
Valmont's executive compensation policies and practices are approved
by the Compensation Committee of the Board of Directors (the "Committee").
The Committee consists of four Directors who are not employees of the Company.
The Committee's determinations on compensation of the Chief Executive Officer
and other executive officers are reviewed with all the non-employee Directors
who constitute a majority of the Board.
The Committee has implemented compensation policies, plans and programs
which seek to enhance shareholder value, by aligning the financial interests of
the Company's executive officers with those of its shareholders. Annual base
salaries are generally set at competitive median levels. The Company relies on
annual and long-term incentive compensation and stock options to attract, retain
and incent executive officers and other key employees. Incentive compensation
is variable and tied to corporate, business unit and individual performance.
The plans are designed to incent management to grow earnings, enhance
shareholder value and focus on the long-term growth of the Company.
All incentive compensation plans are reviewed at least annually to assure their
linkage to the current strategies and needs of the business. The Company's
programs have been designed so that compensation paid to named executive
officers in 1995 will be deductible under the Internal Revenue Code's
$1 million compensation limits for deductibility.
Valmont's executive compensation is based on four components, each of
which is intended to support the overall compensation philosophy.
Base Salary. Base salary is targeted at the median level for industrial
manufacturing companies of similar characteristics such as sales volume,
capitalization, and financial performance. Salaries for executive officers
are reviewed by the Committee on an annual basis and may be increased based
on the individual's performance or a change in competitive pay levels in the
marketplace.
The Committee reviews with the Chief Executive Officer and the human
resources executive and approves, with modifications it deems appropriate,
an annual salary plan for the Company's executive officers (other than the
Chief Executive Officer). The annual salary plan is developed by the Company's
human resources staff under the ultimate direction of the Chief Executive
Officer based on peer group and national surveys of industrial manufacturing
organizations with similar characteristics and on performance judgments as to
the past and expected future contributions of the individual executive. In
addition, the Committee periodically is advised by independent compensation
consultants concerning salary competitiveness. The Committee reviews and fixes
the base salary of the Chief Executive Officer based on similar competitive
compensation data and the Committee's assessment of his past performance, his
leadership in establishing performance standards in the conduct of the Company
business, and its expectation as to his future contributions in directing the
long-term success of the Company and its businesses.
13
The Committee increased the Chief Executive Officer's salary in December
1995 to the current level of $500,000 per year, which is within the mid-range of
salaries of chief executive officers of industrial manufacturing companies
comparable in sales, capitalization and financial performance. The salary
increase also reflected the Committee 's desire to reward Mr. Bay for his
superior performance in increasing the Company's net earnings by 31.1% in
1995.
Annual Incentives. The Company's short-term incentives are established
under the Total Value Impact (TVI) Plan. The Committee believes that the annual
bonus of significant employees, including executive officers, should be based on
optimizing operating profits and prudent management of the capital employed in
the business. Accordingly, the TVI plan provides for target performance levels
based upon the Company's or business units' net operating income after tax less
the cost of capital. A minimum threshold level must be met before any awards
are earned. Individual award targets are based on a pre-determined percentage
of base salary considering the individual's position and the Committee's
assessment of the individual's expected contribution in such position.
Participants, thresholds and specific performance levels are established by
the Committee at the beginning of each fiscal year.
The Committee approved for the participation of 49 significant
employees, including 13 executive officers, in the TVI Plan for 1995.
Based on performance levels achieved during 1995, the Committee approved
aggregate bonus payments of $_________. The TVI bonus of $__________ paid
to the Chief Executive Officer for 1995 was based on the pre-established
TVI performance goals and the Company's 33.1% increase in operating profits
after tax.
Long-Term Performance Incentives. Long-term performance incentives
for senior management employees are provided through the Long-Term Incentive
Program ("Program") established under the Company's 1988 Stock Plan. The
Program operates on three-year award cycles or in certain shorter periods
from the commencement of the Program. Target awards are established for each
participant based on a percentage of the participant's base salary. Awards
are earned on performance against specific goals based on average three-year
return on equity and average three-year net earnings and other factors selected
by the Committee. A performance matrix provides for the earning of greater or
lesser awards relative to the target award based on greater or lesser levels of
performance. The Committee selects the participants, establishes the target
award, and determines the performance matrix based on return on equity, net
earnings and other selected factors at the beginning of each fiscal year.
The Committee determines the payment of awards following a review of
performance at the end of each award cycle. Awards may be paid in cash
or in shares of common stock or any combination of cash and stock.
The Committee selected the 13 executive officers who participated in the
award cycle ending in 1995. Based on performance goals previously established
by the Committee, the Committee approved payments aggregating $___________ for
1995 to the 13 executive officers. The award of $_________ to the Chief
Executive Officer for 1995 was based on the Company's increase in net earnings
and improved return on equity during the award cycle.
Stock Incentives. Long-term stock incentives are provided through
grants of stock options and restricted stock to executive officers and other
key employees pursuant to the Company's 1988 Stock Plan ("Plan"). The stock
14
component of compensation is intended to retain and motivate employees to
improve long-term shareholder value. Stock options are granted at the
prevailing market value and only have value if the Company's stock price
increases. Generally, stock options vest beginning on the first anniversary
of the grant in equal amounts over three to six years and employees must be
employed by the Company at the time of vesting in order to exercise the
options. The Committee believes this feature of the compensation program
directly links the participant's interests with those of the shareholders
and the long-term performance of the Company.
The Committee establishes the number and terms of options granted
under the Plan. The Committee encourages executives to build a substantial
ownership investment in the Company's common stock. The Option Exercised
table on page ______ reflects the shares acquired by certain executive
officers during 1995. The table on page _____ reflects the ownership
position of the directors and executive officers at March 1, 1996.
Outstanding performance by an individual executive officer is recognized
through larger option grants. The Committee, in determining grants of
stock options under the Plan, also reviews and considers the executive's
history of retaining shares previously obtained through the exercise of
prior options.
The Committee granted options for an aggregate of 187,500 shares to
50 employees during 1995, including options for an aggregate of 105,500 shares
to the executive officers. The Chief Executive Officer was granted in December
1995 a non-qualified option to acquire 50,000 shares. The number of shares
awarded in the 1995 grant, when valued at the stock price the date of grant,
was approximately two times Mr. Bay's salary which the Committee believes is a
competitive annual grant compared to CEO stock grants at other comparable
industrial manufacturing companies and recognizes the improved performance of
the business in 1994 and 1995 under Mr. Bay's leadership.
Restricted stock grants are also a part of the Company's long-term stock
incentives. Restricted stock awards will be issued when performance results and
the strategic needs of the business warrant. There were no restricted stock
awards in 1993, 1994 or 1995 to executive officers.
The Committee believes that the programs described above provide
compensation that is competitive with comparable manufacturing companies,
links executive and shareholder interest and provides the bases for the
Company to attract and retain qualified executives.
Compensation Committee
Allen F. Jacobson, Chairman
Charles M. Harper
Lloyd P. Johnson
Thomas F. Madison
15
Shareholder Return Performance Graphs
The following graphs compare the yearly change in cumulative total
shareholder return on the Company's Common Stock with the cumulative
total returns of the S&P SmallCap 600 Index and an index consisting
of a combination of the S&P's Electrical Equipment and Machinery
Diversified indexes for the five and ten year periods ended December 31, 1995.
The graphs assume that the value of the investment in Valmont Common Stock
and each Index was $100 on December 31, 1990 and December 31, 1985,
respectively, and that all dividends were reinvested.
<TABLE>
<CAPTION>
Indexed Returns ($)
Years Ending
Company/Index Dec 90 Dec 91 Dec 92 Dec 93 Dec 94 Dec 95
- ----------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Valmont Industries 100 96.50 163.01 181.59 157.33 232.10
S&P Smallcap 600 Index 100 148.49 179.74 213.50 203.31 264.22
Electrical/Machinery Index 100 130.10 140.89 174.85 175.62 240.62
</TABLE>
<TABLE>
<CAPTION>
Indexed Returns ($)
Years Ending
Dec 85 Dec 86 Dec 87 Dec 88 Dec 89 Dec 90 Dec 91 Dec 92 Dec 93 Dec 94 Dec 95
______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Valmont Industries 100 95.61 131.24 300.54 507.82 320.27 309.07 522.07 581.57 503.88 743.36
S&P Smallcap 600 Index 100 103.23 89.29 106.69 121.51 92.73 137.69 166.66 197.97 188.52 245.00
Electrical/Machinery Index 100 104.64 130.93 134.57 183.70 166.98 217.24 235.25 291.97 293.25 401.78
</TABLE>
16
APPROVAL OF AMENDMENT TO THE VALMONT 1988 STOCK PLAN
The Board of Directors reviewed director compensation following the 1995
annual stockholders' meeting. The directors determined that, in lieu of any
increase in cash compensation, the directors would receive annual options to
acquire Valmont common stock at the fair market value of such stock on the date
of grant.
The directors therefore approved an amendment to the Valmont 1988 Stock
Plan (the "Amendment") in June 1995. Pursuant to the Amendment, each
non-employee director is entitled to receive annually a nonqualified stock
option for 2,000 shares of Valmont common stock exercisable at the closing
price of Valmont common stock on the date of grant. The Amendment provided
that the first such award would be made on the third business day following
the public release by the Company of its quarterly earnings for the second
quarter of fiscal 1995. Pursuant to the Amendment, Valmont's non-employee
directors each received on July 20, 1995 an option to acquire 2,000 shares
of Valmont common stock at an exercise price of $21.50 per share. Such options
become exercisable 180 days following shareholder approval of the Amendment.
Such grant was specifically conditioned on approval of the Amendment by
Valmont's stockholders at the 1996 annual meeting of stockholders. If the
stockholders do not approve the Amendment, the July 1995 option grants will
be voided.
Valmont's stockholders are also being asked to approve the Valmont
1996 Stock Plan. This plan provides for a similar grant of nonqualified stock
options to non-employee directors on an annual basis beginning in 1996. The
Amendment therefore applies only to the grant of options to Valmont's
non-employee directors in July 1995.
The favorable vote of the holders of a majority of the outstanding
shares of Valmont's common stock present in person or represented by proxy
at the meeting is required for approval of the Amendment to the Valmont 1988
Stock Plan.
The Board of Directors recommends a vote FOR the approval of
the Amendment to Valmont's 1988 Stock Plan.
17
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO
REQUIRE ALL STOCKHOLDER ACTION BE TAKEN AT A STOCKHOLDER MEETING
The Board of Directors has unanimously approved an amendment to
Valmont's Certificate of Incorporation to add a new Article XIII (the "Proposed
Amendment"), subject to stockholder approval. The Proposed Amendment reads
as follows:
ARTICLE XIII
Annual and Special Meeting of Stockholders
Any action required or permitted to be taken by the holders of the
capital stock of the Company must be effected at a duly called annual or special
meeting of such holders and may not be effected by any consent in writing by
such holders.
Delaware law permits, unless otherwise provided in the Certificate of
Incorporation, any action required or permitted to be taken by stockholders to
be taken without a meeting, without prior notice and without stockholder vote,
if a written consent setting forth the action to be taken is signed by
stockholders having the number of votes necessary to authorize such action
at a meeting of stockholders. Valmont's Certificate of Incorporation currently
does contain any provision restricting or regulating stockholder action by
written consent. Consequently, unless the Proposed Amendment is approved,
persons holding a majority of Valmont's common stock could take significant
corporate action without giving other stockholders notice or the opportunity
to vote.
The Board of Directors believes that all stockholder decisions should
be made only after thoughtful consideration of complete information by all
stockholders. The information is provided through proxy solicitation, and
the period between delivery of the proxy and the stockholder meeting provides
time for consideration of such proposals. The Board of Directors believes that
all stockholders, and not just stockholders executing a written consent, should
have the opportunity to participate in the decision process.
The Proposed Amendment, by prohibiting stockholder action by written
consent, would require that notice of and the opportunity to participate in
any proposed stockholder action be given to all stockholders of Valmont who
are entitled to vote on the particular matter. Such notice would enable the
stockholders to take action, including judicial action, in order to protect
their interests.
The Proposed Amendment may make more difficult, or delay, certain
actions by a person or a group seeking to acquire a substantial percentage
of Valmont's common stock, even though such actions might be desired by the
holders of a majority of the outstanding shares of common stock. In
addition, the following provisions of Valmont's corporate governance
documents summarized below may make more difficult, or delay, actions by a
person seeking to obtain control of Valmont: the Certificate of
Incorporation provision providing for a classified board of directors,
18
the Stockholder Rights Plan, certain provisions of Valmont's bylaws,
and certain provisions of Delaware law.
Valmont's Certificate of Incorporation provides that its board
of directors is divided into three classes, each of which is elected by
the stockholders once every three years. The classification of directors
means that at least two annual meetings of stockholders, rather than one,
are necessary in order to effect a change in a majority of board members.
Valmont, in December 1995, adopted a stockholder rights plan by
issuing a dividend of one preferred share purchase right (the "Rights")
for each outstanding share of common stock. The Rights will become
exercisable if a person or group (other than certain exempt persons,
including Robert B. Daugherty and his related persons and entities who
currently own approximately 27% of Valmont's common stock) acquires 15%
or more of Valmont's common stock or announces a tender offer for 15%
or more of Valmont's common stock. Valmont can redeem the rights at
$.01 each at any time before a non-exempt person acquires 15% of
Valmont's common stock. If such a person acquires 15% or more of
Valmont's common stock, each Right would enable a Valmont stockholder
(other than the acquiring person) to acquire Valmont common stock having
a market value of twice the Right's exercise price or in effect
at a 50% discount to the market price. If Valmont were acquired by a
merger or similar transaction after such event, each Right would enable
a Valmont stockholder (other than the acquiring person) to buy shares of
the acquiring company having a market value of twice the Right's exercise
price or in effect at a 50% discount to the market price.
Valmont's bylaws require certain advance notice procedures which
stockholders must follow in order to nominate a director or present any other
business in an annual stockholders' meeting. Valmont's bylaws also provide
that special meetings of stockholders may be called only by the president of
Valmont, who must call such a meeting at the request of a majority of the
board of directors. Valmont's bylaws also contain provisions that reserve
to the board of directors the right to change the number of directors and to
fill vacancies on the board of directors.
Section 203 of the General Corporation Law of the Delaware prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless
upon consummation of such transaction the interested stockholder owned 85%
of the voting stock of the corporation outstanding at the time the transaction
commenced or unless the business combination is, or the transaction in which
such person became an interested stockholder was, approved in a prescribed
manner. A "business combination" includes a merger, an asset sale and any
other transaction resulting in a financial benefit to the interested
stockholder. An "interested stockholder" is a person who, together with
affiliates and associates, owns 15% or more of the corporation's voting stock.
The Proposed Amendment is not being recommended in response to any
effort to obtain control of Valmont and the Board of Directors is not aware
of any such effort.
19
The favorable vote of the holders of a majority of the outstanding
shares of Valmont's common stock entitled to vote at the meeting is required to
approve the Proposed Amendment.
The Board of Directors recommends a vote FOR the approval of
Article XIII to the Certificate of Incorporation.
20
APPROVAL OF THE VALMONT EXECUTIVE INCENTIVE PLAN
The Board of Directors has unanimously approved the Valmont Executive
Incentive Plan (the "Plan"). The Plan is designed to provide incentives to
executive officers of Valmont who have significant responsibility for the
success and growth of Valmont and to assist Valmont in attracting, motivating
and retaining executive officers on a competitive basis.
Stockholder approval of the Plan is required if payments under the Plan
are to be tax deductible as performance-based compensation under Section 162(m)
of the Internal Revenue Code as enacted in 1993. Section 162(m) generally
disallows a tax deduction for compensation over $1 million paid to an
executive officer named in the Summary Compensation Table, unless such
compensation qualifies as performance-based. No payments will be made under
the Plan if the stockholders do not approve the Plan.
The principal features of the Plan are described below:
Administration of the Plan
The Plan will be administered by the Compensation Committee of the Board
of Directors (the "Committee"). The Committee will have the sole discretion to
interpret the Plan; approve a pre-established objective performance measure or
measures annually; certify the level to which each performance measure was
attained prior to any payment under the Plan; approve the amount of awards
made under the Plan; and determine who shall receive any payment under the Plan.
The Committee will have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations and guidelines for
the administration of the Plan and for the conduct of its business as the
Committee deems necessary or advisable. The Committee's interpretations of
the Plan, and all actions taken and determinations made by the Committee
pursuant to the powers vested in it hereunder, will be conclusive and b
inding on all parties concerned, including Valmont, its stockholders and any
person receiving an award under the Plan.
Eligibility
Executive officers and other key management personnel of Valmont will
be eligible to receive awards under the Plan. The Committee will designate the
executive officers and other key management personnel who will participate in
the Plan each year.
Awards
The Committee will establish annual and/or long-term incentive award
targets for participants prior to the beginning of each fiscal year (or such
later date as may be permitted under Section 162(m) of the Internal Revenue
Code); provided, if an individual becomes an executive officer during the
year, such individual may be granted eligibility for an incentive award for
that year upon such individual becoming an executive officer. Since the
number of participants may change over time and the selection of participants
is discretionary, it is not possible to determine the number of persons who
will be eligible for awards under the Plan during its term. However, it is
anticipated that approximately [ ] individuals, including Valmont's Chief
Executive Officer, will participate in the Plan.
21
The Committee will also establish annual and/or long-term performance
targets which must be achieved in order for an award to be earned under the
Plan. Such targets will be based on cash earnings, earnings per share, growth
in cash earnings per share, achievement of annual operating profit plans, return
on equity performance, or similar financial performance measures as may be
determined by the Committee. The specific performance targets for each
participant will be established in writing by the Committee within ninety
days after the commencement of the fiscal year to which the performance target
relates. The performance target will be established in such a manner that a
third party having knowledge of the relevant facts could determine whether the
performance goal has been met.
Awards will be payable following the completion of the applicable
fiscal year upon certification by the Committee that Valmont achieved the
specified performance targets established for the participant.
Notwithstanding the attainment by Valmont of the specified performance
targets, the Committee has the discretion, for each participant, to
reduce some or all of an award that would otherwise be paid. In no event
may a participant receive an award of more than 400% of such participant's
base salary under the Plan in any fiscal year; for this purpose, a
participant's base salary will be the base salary in effect at the time
the Committee establishes the performance targets for a fiscal year or
period.
Effective Date, Amendments and Termination
The Plan becomes effective beginning with fiscal 1996, upon approval
by the stockholders of Valmont. The Committee may at any time terminate or
from time to time amend the Plan in whole or in part, but no such action
shall adversely affect any rights or obligations with respect to any awards
theretofore made under the Plan. However, unless the stockholders of Valmont
shall have first approved thereof, no amendment of the Plan shall be effective
which would increase the maximum amount which can be paid to any one executive
officer under the Plan in any fiscal year, which would change the specified
performance goals for payment of awards, or which would modify the requirement
as to eligibility for participation in the Plan.
Vote Required for Approval
The favorable vote of the holders of a majority of the outstanding
shares of Valmont's common stock present in person or represented by proxy
at the meeting is required for approval of the Plan.
The Board of Directors recommends a vote FOR the approval of
the Valmont Executive Incentive Plan.
22
APPROVAL OF THE VALMONT 1996 STOCK PLAN
General
Valmont's Board of Directors has adopted the Valmont 1996 Stock Plan
(the "Plan"), subject to stockholder approval. The Board of Directors recognizes
the value of stock incentives in assisting Valmont in the hiring and retaining
of management personnel and in enhancing of the long-term mutuality of interest
between Valmont stockholders and its directors, officers and employees. Since
only 120,000 shares of common stock remain available for grant under
Valmont's current stock plans, the Board of Directors has approved the Plan
which authorizes the issuance of up to 800,000 shares of Valmont common stock.
Under the Plan, the Compensation Committee (the "Committee") of the
Board may grant stock options, stock appreciation rights, restricted stock
and stock bonuses to officers and other employees of Valmont and its
subsidiaries. The number of grantees may vary from year to year. The number
of employees eligible to participate in the Plan is estimated to be
approximately 75. The Committee administers the Plan and its
determinations are binding upon all persons participating in the Plan.
The maximum number of shares of Valmont's common stock that may be
issued under the Plan is 800,000. Any shares of common stock subject to an
award which for any reason are cancelled, terminated or otherwise settled
without the issuance of any common stock are again available for awards under
the Plan. The maximum number of shares of common stock which may be issued
under the Plan to any one employee shall not exceed 40% of the aggregate number
of shares of common stock that may be issued under the Plan. The shares may be
unissued shares or treasury shares. If there is a stock split, stock dividend,
recapitalization, or other relevant change affecting Valmont's common stock,
appropriate adjustments may be made by the Committee in the number of shares
issuable in the future and in the number of shares and price under all
outstanding grants made before the event.
Grants Under the Plan
Stock Options for Employees. The Committee may grant employees
nonqualified options and options qualifying as incentive stock options. The
option price of either a nonqualified stock option or an incentive stock
option will be the fair market value of the common stock on the date of grant.
Options qualifying as incentive stock options must meet certain requirements
of the Internal Revenue Code, including the requirement that the aggregate fair
market value of the common stock (determined at the time of the grant of the
option) with respect to which such options are exercisable for the first time by
an employee during any calendar year shall not exceed $100,000. To exercise
an option, an employee may pay the option price in cash, or if permitted by the
Committee, by withholding shares otherwise issuable on exercise of the option
or by delivering other shares of common stock if such shares have been owned by
the optionee for at least six months. The term of each option will be fixed by
the Committee but may not exceed ten years from the date of grant. The
Committee will determine the time or times when each option is exercisable.
Options may be made exercisable in installments, and the exercisability of
options may be accelerated by the Committee. All outstanding options become
immediately exercisable in the event of a change-in-control of Valmont.
23
Replacement Options. The Committee may grant a replacement option to
any employee who exercises all or part of an option using "qualifying stock".
A replacement option grants to the employee the right to purchase, at fair
market value as of the date of said exercise and grant, the number of shares
of stock used by the employee in payment of the purchase price for the option
or in connection with applicable withholding taxes on the option exercise. A
replacement option may not be exercised for six months following the date of
grant, and expires on the same date as the option which it replaces.
"Qualifying stock" is stock which has been owned by the employee for at least
six months prior to the date of exercise and has not been used in a stock-
for-stock swap transaction within the preceding six months.
Stock Appreciation Rights. The Committee may grant a stock appreciation
right (an "SAR") in conjunction with an option granted under the Plan or
separately from any option. Each SAR granted in tandem with an option may be
exercised only to the extent that the corresponding option is exercised, and
such SAR terminates upon termination or exercise of the corresponding option.
Upon the exercise of an SAR granted in tandem with an option, the corresponding
option will terminate. SAR's granted separately from options may be granted
on such terms and conditions as the Committee establishes.
If an employee exercises an SAR, the employee will generally receive a payment
equal to the excess of the fair market value at the time of exercise of the
shares with respect to which the SAR is being exercised over the price of such
shares as fixed by the Committee at the time the SAR was granted. Payment may
be made in cash, in shares of Valmont common stock, or any combination of cash
and shares as the Committee determines.
Restricted Stock. The Committee may grant awards of restricted stock to
employees under the Plan. The restrictions on such shares shall be established
by the Committee, which may include restrictions relating to continued
employment and Valmont financial performance. The Committee may issue such
restricted stock awards without any cash payment by the employee, or with such
cash payment as the Committee may determine. The Committee has the right to
accelerate the vesting of restricted shares and to waive any restrictions.
All restrictions lapse in the event of a change-in-control of Valmont.
Stock Bonuses. The Committee may grant a bonus in shares of Valmont
common stock to employees under the Plan. Such stock bonuses may be in lieu
of cash compensation otherwise payable to such employee, or may be in
addition to such cash compensation.
Director Participation. Each non-employee director will receive under
the Plan (i) an annual award of 1,000 shares of common stock and (ii) an annual
award of a nonqualified stock option for 2,000 shares of common stock
exercisable at the fair market value of Valmont's common stock on the date of
grant. These awards shall be made annually on the date of and following
completion of Valmont's annual stockholders' meeting, commencing with the
1996 annual stockholders' meeting. The common stock award will be forfeited
if the director's services terminate for any reason other than death,
retirement from the board at mandatory retirement age, or resignation or
failure to stand for re-election, in any such case without the prior approval
of the board.
24
Tax Withholding. The Committee may permit an employee to satisfy
applicable federal, state and local income tax withholding requirements
through the delivery to Valmont of previously-acquired shares of common
stock or by having shares otherwise issuable under the Plan withheld by
Valmont.
Other Information. Awards under the Plan are not transferable
except by will or the laws of descent and distribution and may be exercised
only by the grantee during his or her lifetime. The Board may terminate the
Plan at any time but such termination shall not affect any stock options,
SAR's, restricted stock or stock bonuses then outstanding under the Plan.
Unless terminated by action of the Board, the Plan will continue in effect
until December 31, 2005, but awards granted prior to such date will continue
in effect until they expire in accordance with their terms. The Board may
also amend the Plan as it deems advisable. All material amendments to the
Plan must be submitted to the stockholders for their approval to the extent
required by Rule 16b-3 promulgated under the Securities Exchange Act of 1934
as amended.
Federal Income Tax Consequences
With respect to incentive stock options, if the holder of an option
does not dispose of the shares acquired upon exercise of the option within
one year from the transfer of such shares to such employee, or within two years
from the date the option to acquire such shares is granted, for federal income
tax purposes (i) the optionee will not recognize any income at the time of the
exercise of the option; (ii) the excess of the fair market value of the shares
as of the date of exercise over the option price will constitute an "item of
adjustment" for purposes of the alternative minimum tax; and (iii)
the difference between the option price and the amount realized upon the sale
of the shares by the optionee will be treated as a long-term capital gain or
loss. Valmont will not be allowed a deduction for federal income tax purposes
in connection with the granting of an incentive stock option or the issuance of
shares thereunder.
With respect to the grant of options which are not incentive stock
options, the person receiving an option will recognize no income on receipt
thereof. Upon the exercise of the option, the optionee will recognize
ordinary income in the amount of the difference between the option price
and the fair market value of the shares on the date the option is exercised.
Valmont will receive an equivalent deduction at that time.
With respect to restricted stock awards and bonuses of common stock,
an amount equal to the fair market value of the Valmont shares distributed to
the employee (in excess of any purchase price paid by the employee) will be
includable in the employee's gross income at the time of receipt unless the
award is not transferable and subject to a substantial risk of forfeiture
as defined in Section 83 of the Internal Revenue Code (a "Forfeiture
Restriction"). If an employee receives an award subject to a Forfeiture
Restriction, the employee may elect to include in gross income the fair market
value of the award. In the absence of such an election, the employee will
include in gross income the fair market value of the award subject to a
Forfeiture Restriction on the earlier of the date such restrictions lapse or
the date the award becomes transferable. Valmont is entitled to a deduction at
the time and in the amount income is included in the gross income of an
employee.
25
With respect to stock appreciation rights, the amount of any cash (or
the fair market value of any common stock) received upon the exercise of a
stock appreciation right will be subject to ordinary income tax in the year
of receipt and Valmont will be entitled to a deduction for such amount.
Vote Required
The favorable vote of the holders of a majority of the outstanding
shares of Valmont's common stock present in person or represented by proxy at
the meeting is required for approval of the Plan.
The Board of Directors recommends a vote FOR
the approval of the Valmont 1996 Stock Plan.
26
Independent Public Accountants
The firm of KPMG Peat Marwick has been appointed by the Board of
Directors to conduct the 1996 audit of the Company's financial statements. The
same firm conducted the 1995 audit. The Board of Directors requests that
shareholders ratify this appointment. A representative from KPMG Peat
Marwick LLP will be present at the Shareholders' Meeting and will have the
opportunity to make a statement and to respond to appropriate questions.
Shareholder Proposals
Shareholder proposals intended to be presented at the next annual
meeting of shareholders must be received by the Company no later than November
24, 1996 in order to be considered for inclusion in the proxy statement for
such meeting.
Other Matters
The Board of Directors does not know of any matter, other than those
described above, that may be presented for action at the Annual Meeting of
Shareholders. If any other matter or proposal should be presented and should
properly come before the meeting for action, the persons named in the
accompanying proxy will vote upon such matter and upon such proposal in
accordance with their best judgment.
By Order of the Board of Directors
Thomas P. Egan, Jr.
Secretary
Valmont Industries, Inc.
27
PROXY CARD
Valmont Industries, Inc.
Proxy for the Annual Meeting of Shareholders on April 22, 1996
The undersigned hereby constitutes and appoints Robert B. Daugherty and Mogens
C. Bay, or either of them, or any substitute appointed by either of them, the
undersigned's agents, attorneys and proxies to vote, as designated below, the
number of shares the undersigned would be entitled to vote if personally present
at the Annual Meeting of the Shareholders of Valmont Industries, Inc., to be
held at the Joslyn Art Museum, 2200 Dodge Street, Omaha, Nebraska 68102, on
April 22, 1996, at 2:00 p.m., local time or at any adjournments thereof.
1) ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the contrary
below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
________________________________________________________________________________
Mogens C. Bay
John E. Jones
Walter Scott, Jr.
(Instruction: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below.)
________________________________________________________________________________
2) Proposal to amend the Valmont 1988 Stock Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3) Proposal to approve the Valmont Executive Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4) Proposal to approve the Valmont 1996 Stock Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5) Proposal to amend the Certificate of Incorporation to eliminate
shareholder action without a meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6) PROPOSAL to ratify the appointment of KPMG Peat Marwick LLP as
independent accountants for fiscal 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7) IN THEIR DISCRETION, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF PROPERLY EXECUTED AND NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL PROPOSALS.
Dated this ___ day of _______________, 1996. Signature_______________________
Signature_________________________________
(When signing as attorney, executor, administrator,
trustee, guardian or conservator, designate full title.
All joint tenants must sign.
